Josh Martin

None of this violates any rule in Robert's Rules of Order. What you appear to be alleging is that there may have been conversations between the supervisors outside of a public meeting. Even to the extent that was correct, that is not a Robert's Rules issue. Rather, that would be a question concerning the state's "Open Meeting Law" or "Sunshine Law." Such questions are beyond the scope of RONR and this forum.

The board appears to be mistaken, since your bylaws provide: "Any Director or committee chairperson handling Club funds from various activities shall, at the request of any member in good standing, make available to that member the financial report of the specified activity at a reasonable time and at the principal office of the Club or such other reasonable place, as may be designated." Well, I would start with making a request, and pointing to the section of the bylaws which provides that such requests are to be honored. Then after that, I'd probably take a look at the sections pertaining to removal of board members, if the board continues to stonewall such requests. Then it would seem to me the requests can be made in any manner. I would suggest it would be best to make the request in writing, so there is a record of the request.

Well, to be more specific, nonmember witnesses are permitted only while testifying, and nonmember counsel is technically only permitted if such permission is granted by the assembly. "The trial is a formal hearing on the validity of the charges. At the trial, the evidence against the accused officer or member is presented by the managers for the society, and the officer or member has the right to be represented by counsel and to speak and produce witnesses in his own defense. If the charges are found to be true, a penalty may be imposed or recommended; but if the charges are not substantiated, the officer or member is exonerated and any authority, rights, duties, and privileges of office or membership that had been suspended are automatically restored. The managers, as previously stated, must be members of the society. Defense counsel can be attorney(s) or not, but must be member(s) of the society unless the trial body (that is, the assembly or the trial committee as the case may be) by vote agrees to permit attorney(s) who are not member(s) to act in this capacity. Nonmembers who consent to testify can be brought in as witnesses at the trial, but such a witness is allowed in the room only while testifying." RONR (12th ed.) 63:30 To the extent you are referring to a "witness" to give testimony in a disciplinary trial, see above. Otherwise, only members of the assembly may be present, unless the assembly permits other persons to be present, by majority vote. "Whenever a meeting is being held in executive session, only members of the body that is meeting, special invitees, and such employees or staff members as the body or its rules may determine to be necessary are allowed to remain in the hall. Thus, in the case of a board or committee meeting being held in executive session, all persons—whether or not they are members of the organization—who are not members of the board or committee (and who are not otherwise specifically invited or entitled to attend) are excluded from the meeting. When it is desired to similarly restrict attendance at a particular meeting without imposing any obligation of secrecy (or to remove a previously imposed restriction on attendance), this may also be done by majority vote (see also 61:6–7)." RONR (12th ed.) 9:25

I would imagine that the report becomes pending when the chair states "The chair of the XXX report will give the report of the XXX Committee." I don't think this fact, in itself, changes the vote requirement, but this fact in connection with the fact that this is a motion to amend an adopted agenda does change the vote requirement. Mr. Honemann does raise an excellent point that technically the vote to amend an agenda is a 2/3 vote or a vote of a majority of the entire membership. While in most assemblies the former of the two is easier to obtain, the latter of the two may well be easier to obtain in a convention. To make sure I understand you correctly, in the circumstances in which the assembly has adopted an agenda which includes, among other things, a report, and the assembly later wishes to delay this report until a later time on the agenda, the assembly has the following options before it: Prior to the report becoming pending, the assembly may amend the agenda by a 2/3 vote, a vote of a majority of the entire membership, or unanimous consent. When the report is actually pending, "no motion to postpone it will be in order." I presume, however, that this rule could be suspended, which would require a 2/3 vote or unanimous consent. If the assembly is not able to muster the level of support needed for the above options (but there is a majority in favor of postponement), the next course of action would be to hear the report itself, and to then postpone, in sequence, each of the motions arising out of the report (if any). As I understand it, all of this is based upon SDC #2 for the motion to Postpone Definitely, which does not list reports among the fairly lengthy list of the types of items which may be postponed through means of the subsidiary motion to Postpone Definitely (and I thank you for calling that to our attention). Is this an accurate summary of your position?

No, the member cannot "object" to the livestream on the basis that non-members may be watching. A member is free to raise this issue in debate on a motion to livestream (or stop livestreaming) the meeting. Depending on the assembly, it may be a concern that non-members may be watching. On the other hand, livestreaming the meeting as broadly as possible (even to non-members) may well be the point.

No. When the report is pending, a majority vote is still sufficient for postponement.

I think it would be good form to do so, but there is no specific requirement for this or any "magic words" in this regard. But generally, I would suggest the President say something like, "The chair apologizes, but the chair needs to leave. The Vice President will preside over the remainder of the board meeting."

If an organization defines a "member" as something other than a person, that in itself violates the FPPL in question. Which, to be clear, the organization is free to do if that definition is in the organization's bylaws (or applicable law).

This is improper for several reasons. These meetings are not properly called, and any business conducted at such meetings is null and void. Your bylaws should specify the manner in which special meetings are called, including such details as who calls the meeting, the method of sending notice, and the number of days notice required. The notice must be sent, in the manner specified in the bylaws, to all members of the board. As I understand the facts, some board members received no notice at all until the meeting had already occurred. As a result, those meetings are certainly not properly called. I am also skeptical that notification "within the same day" and "through a short text message" is proper notice, although I cannot say for certain without knowing what your bylaws say on that subject. Further, notice of a special meeting must "clearly and specifically describing the subject matter of the motions or items of business to be brought up" RONR (12th ed.) 9:13. So notices (and therefore the special meetings) are also invalid on that basis, since you say that the notice includes "no clarity on what these meetings will entail." So any actions taken by officers pursuant to the decisions of individual board members at these informal gatherings (since they are not valid meetings of the board) will need to be ratified at a regular or properly called special meeting of the board. Further, in the future, notice of special meetings must be sent to all members of the board, must clearly and specifically describe the motions or items of business to be considered at the special meeting, and must be sent in the manner specified in the bylaws, including the number of days of notice and the method of notice prescribed. I suggest that members refuse to cave to such "pressure," politely at first, and increasingly impolitely. To the extent that such actions are occurring during a meeting, yelling and veiled threats are most certainly violations of the rules of decorum. Spreading misinformation does not, strictly speaking, violate any parliamentary rule, but is frowned upon in most assemblies. To the extent that such actions are occurring outside of a meeting, these actions are outside the scope of Robert's Rules and parliamentary law, however, such behavior could be grounds for disciplinary action. Conceivably, threats could also be grounds for legal action, depending on the nature of the threats, although that is beyond the scope of RONR and this forum and such questions should be directed to an attorney. I would suggest reviewing the following sections in RONR (12th ed.): Special Meetings, 9:13-16 Decorum in Debate, 43:19-28 Disciplinary Procedures, Ch. XX Yes. See the sections above. You may also wish to review: Point of Order, Section 23 Appeal, Section 24 Remedies for Abuse of Authority by the Chair in a Meeting, 62:2-15 Since apparently a majority of the board is acting with disregard for the rules, however, I imagine the ultimate resolution to this problem will be for the society's membership to elect better board members.

To be clear, my understanding is that the rule in question provides that a counted show of hands vote shall be taken for all votes, unless otherwise ordered by the assembly. Is that an accurate summary? Also, is the rule in question applicable only to meetings of the membership? If the rule in question is to apply to all meetings (which I understand to be the intent), yes, a rule of this nature is a special rule of order, and therefore requires a 2/3 vote with previous notice or a vote of a majority of the entire membership for adoption. In the alternative, a rule of this nature may be adopted for just the current meeting by a 2/3 vote, without notice. A Point of Order may be raised regarding this matter that the rule is null and void on the grounds that 1) previous notice was not given and 2) a majority of the entire membership was not present. As a consequence, adoption of this rule violated rules protecting absentees, and therefore there is a continuing breach. In my view, the Point of Order should be ruled well taken. No. The board lacks the authority to rule out of order an action taken by a superior body (the general membership). You would need to wait until the next meeting of the membership. If the membership only meets annually, then yes, that would mean waiting until next year's annual meeting. It is not too late. A violation of rules protecting absentees is a continuing breach. Yes, I suppose you would. Unless and until this rule is declared to be null and void, it is a special rule of order of the organization and should be properly recorded.

I don't expect you to know the exact costs. That's why I phrased as "not to exceed." I would estimate on the higher end to allow some latitude for the President. I do propose some cost cap in there, however, as I don't think it's advisable as a practical matter to authorize the President to spend an unlimited amount of money on this. In the alternative, if you truly do not have the slightest idea what this will cost, this might be another solution: "I move to amend the motion adopted at the XXX board meeting directing the President to draft amendments to the bylaws, by directing the President to instead seek XXX bids from legal professionals for drafting amendments to the bylaws, and for the President to report back to the board on these bids at the XXX board meeting." In the above motion, the President is directed to do further research and to present that information to the board, so that the board may make an informed decision on the subject, rather than directly authorizing the President to hire an attorney.

This is context-dependent, which may be the source of confusion. If the Platform Committee report is pending, a majority vote is sufficient. If not, a 2/3 vote would be required. (As others have noted, a majority is also sufficient if the motion is made when the agenda itself is pending.) Under these circumstances, a majority vote is sufficient. I disagree in part. When an item on an adopted agenda is actually pending, only a majority is required for postponement.

I think the motion would look something like this: "I move to amend the motion adopted at the XXX board meeting directing the President to draft amendments to the bylaws, by directing the President to instead hire a legal professional to draft amendments to the bylaws, at a cost not to exceed $XXX."

If the organization really has their hearts set on this signature practice, the organization could have voters place the ballots in envelopes, and have the signature and printed name on the envelope. The ballots would then be removed from the envelopes prior to counting. This would enable the signatures to be used as a security measure without compromising the secrecy of the ballot. This method is generally used in voting by mail.

I think it is quite correct that fractional voting does violate the fundamental principle of one member, one vote, and that fractional voting is only permissible if authorized in the organization's bylaws or applicable law. For that matter, defining membership on the basis of "units" rather than on the basis of people itself violates the same fundamental principle, whether or not there is fractional voting. "It is a fundamental principle of parliamentary law that each person who is a member of a deliberative assembly is entitled to one—and only one—vote on a question. This is true even if a person is elected or appointed to more than one position, each of which would entitle the holder to a vote. For example, in a convention, a person selected as delegate by more than one constituent body may cast only one vote. An individual member's right to vote may not be transferred to another person (for example, by the use of proxies)." RONR (12th ed.) 45:2 Now, I do not doubt that a homeowners association quite likely has rules in its bylaws and/or applicable law that may well provide for weighted voting, fractional voting, proxy voting, and all sorts of other things. But I agree that such rules do violate an FPPL. You could perhaps make that argument in older editions, but the authors have made this FPPL quite a bit more explicit in more recent texts, and it is now clear that the FPPL is "one person = one member = one vote." The bylaws can certainly define membership differently, but doing so does deviate from the FPPL.

Yes, this is correct. Separate and apart from this live-streaming issue, it should also be noted that proxy voting is only permitted if authorized by your bylaws or applicable law.

A "signed ballot," as this term is used in RONR, is not really a ballot vote. It's effectively a roll call vote. "In a representative body, if there is no legal or constitutional provision specifying the size of the minority that can order a roll-call vote, the body should adopt a rule fixing the size of such a minority—for example, one fifth of those present, as in Congress, or some other portion of those present that is less than a majority. In the absence of such a special rule, a majority vote is required to order the taking of a vote by roll call—in which case a motion to do so is likely to be useless, since its purpose is to force the majority to go on record. In local societies having a large membership but relatively small attendance at meetings, a motion to take a vote by roll call is generally dilatory. It is in order, as one of the Motions Relating to Methods of Voting, however, to move “that a signed ballot be taken by tellers”; and if such a vote is ordered, the voter writes “yes” or “no” on the ballot and signs it. The votes can be recorded in the minutes just as a roll call would be, but the names of all members need not be called. A roll-call vote cannot be ordered in committee of the whole." RONR (12th ed.) 45:46 In any event, a motion for a signed ballot, as this term is used in RONR, is not in order if the organization's bylaws require a ballot vote. Like any roll call vote, it is also not in order in an assembly which is not responsible to an interested constituency. In other circumstances, however, a motion "that a signed ballot be taken by tellers" is in order. Such a motion requires a majority vote for adoption unless the organization's rules provide otherwise. If an organization wishes to use roll call votes (whether orally or by signed ballot), the organization should likely adopt its own rules permitting a roll call vote to be ordered by some specified minority, since the purpose of a roll call vote is for a minority to force the majority to go on record. Yes, I think it is a correct statement that 45:21 is only applicable when the vote is taken by ballot, whether this is because it is required by the organization's rules or a ballot vote has been ordered by the assembly. No. So it would appear that your organization's intent is not to use a "signed ballot" in the sense that term is used in RONR, but it is instead your organization's intent to have a "mostly secret" ballot and use the signature as a security method. To the extent your organization wishes to do this, this would need to be authorized in your bylaws. I would highly encourage your organization to first consider security mechanisms that do not undermine the secrecy of the ballot vote. If the bylaws require a ballot vote, then requiring members to sign the ballots is not permissible. If the organization wishes to require that members sign their ballots, the organization would need to add that requirement to the bylaws. Well, since many people do not have very legible signatures, I would somewhat question the theory that this will actually enable the society to "go back and resolve an allegation of impropriety after the fact." Further, even to the extent this theory is correct, I would suggest that resolving such issues before the fact will be generally preferable. Overturning the results of the election after it has already occurred will be a great deal messier. There is also, of course, the fact that this will be undermining the secrecy of the ballot vote, since the persons inspecting the ballots and the signatures will be able to determine how individual members voted. Of course, if your organization doesn't care about secrecy in its elections, then there's a great many other methods of voting that the society could consider, such as a roll call vote (or signed ballot, which is effectively a written roll call vote). Again, however, if the organization's bylaws presently require a ballot vote, this may only be accomplished by amending the bylaws.

Was the member still suspended at this time? If so, I think that the motion was not in order on the grounds that a member whose rights are currently under disciplinary suspension can't make motions. Some other member could have made the motion. If not, I think that the part of the motion which relates to rescinding the suspension was out of order because there was no longer any suspension in effect to "rescind." I don't know quite what is meant by the part of the motion which states "and the offense removed from their file." There is no such thing as a disciplinary "file" under the rules in RONR. If this motion has some meaningful application under your rules, then I suppose it would be in order. Again, however, a member whose rights are currently under disciplinary suspension cannot make motions. Finally, because it is alleged that "the board did not follow by-law protocol in the suspension process," I think it would be preferable to raise a Point of Order that the suspension is null and void, rather than to move to rescind the suspension. A motion to rescind would be more appropriate if the board had followed the rules, but there was disagreement over the merits of the board's action. I think the board has somewhat reasonable concerns about discussing disciplinary matters in open session, even if the motion related to the procedural aspects of the suspension rather than the merits. The appropriate protocol, however, would have been to move for the membership to enter executive session to discuss this matter, not to simply refuse to consider the motion. Also, when you say "The Board stated..." I assume what you actually mean is someone (presumably the chair) made this statement on the Board's behalf, not that all members of the Board were eerily speaking in unison. Well, if the organization does indeed have customized rules on this matter, the board may well be correct that this is the appropriate course of action. Probably good advice. I don't think I can say for sure whether the chair's ruling was correct, as this appears to involve customized rules in your organization's bylaws. It would appear that, although the chair failed to use the correct words in this matter, the chair essentially ruled the motion out of order, and it appears that decision was not appealed from. So the motion is, for now, dead. The member (or some other member) could attempt to raise this matter again at a future meeting of the membership. Prior to that meeting, it would be advisable to study up on RONR (12th ed.) Section 23 (Point of Order), Section 24 (Appeal), and 62:2-15 (Remedies for Abuse of Authority by the Chair in a Meeting). It would also be advisable to study up on the organization's customized rules relating to disciplinary procedures. The membership could also order the board to disclose such matters, although the membership should itself enter executive session before doing so. This may or may not be correct. I do not know the nature of the organization's appeal process and whether this appeal process pertains to appeals questioning the merits of the board's decision, pertains to appeals questioning the validity of the board's decision, or both. As I understand the facts, although the chair failed to use the correct terminology in this matter, the chair appears to have ruled the motion out of order on the grounds that: The matter in question was discussed in executive session. The organization has its own appeals process in its bylaws, which is controlling. The first grounds are certainly incorrect. The fact that a matter was discussed in executive session may well be a reason for the membership to enter executive session, but it is not a reason to rule the motion out of order. The second grounds may or may not be incorrect, but since I am not familiar with the organization's rules on this matter, I don't think I can say for sure. It does not appear that the motion was ruled out of order on the grounds that the member was under disciplinary suspension.

Well, for starters, I would note these resignations must be formally accepted before they are official. After that, I concur with my colleagues that it is important to determine whether these persons resigned solely from the office of President and Vice President or whether they also resigned from the board (or perhaps they serve on the board ex officio as President and Vice President, in which event resigning from those offices necessarily means resigning from the board as well). In the event these persons would remain board members in any event, then certainly these persons must be included in the vote. In the event these persons would not remain board members, they're still board members now because it is not yet May 15. So you would have to include them in the vote. You do not have to wait until May 15 to fill these vacancies, but if you vote on the elections prior to that time, then the President and Vice President will certainly be able to vote in the elections. Further, the persons elected to those offices would not take office until May 15. Finally, I would note that unless your bylaws provide otherwise, the persons elected to fill the vacancies will be the new President and Vice President, no "interim" about it. (There is also, of course, the matter of whether the board can vote outside of a meeting.)

I feel like we are missing some important facts. You have cited a portion of your bylaws which refers to the officers of the association, which are appointed by the board. But this section does not describe the members of the board. You say that the board is to consist of five members. Could you point to the section of the bylaws which provides for this? It may well be that you will ultimately need to do one or both of these things. There are potentially other tools available within parliamentary law, such as raising a Point of Order concerning this matter at a meeting of the association, or seeking disciplinary action against board members, or electing new board members in the regular elections, and so forth.

Thank you for these additional facts. I would first note that this is, at this point, a hypothetical problem. The organization should attempt to still complete the election. In the event, however, that the organization is unable to complete the election, then the currently serving officer shall continue to serve, until the election can be completed, under the basis of the clause that "Officers... shall serve until the close of the next Conference or until their successors are elected." This does not violate the provision which states that "no officer shall serve more than two consecutive terms in the same office" because the officer will still only be serving two consecutive terms. When an officer continues to serve due to an incomplete election on the basis of an "or until their successors are elected," the officer is not serving a new term. Rather, the officer's current term is extended. To be clear, however, you stated that "However, if no one runs for the vacant seat - they continue on for another 2 years until the next election." The bolded part of this statement is not necessarily correct. The officer currently in office will serve until the election can be completed. Now, it would appear that the assembly in question only meets once every two years, so it may well be that in these particular circumstances, this is correct, because it will be impossible to ever complete the election (at least until the next regular election, at which time a new person will be elected).

As a matter of parliamentary law, the board only has the power delegated to it by the bylaws, by applicable law, or by the association delegating individual matters to the board by vote. Further, any decisions made by the board may be overturned by the association, unless the bylaws grant the board exclusive authority in that matter. If your rules are not clear on this subject, then you may need to look to what applicable law says regarding HOAs.

A motion would still need to be made in this matter at the meeting. Presumably, that motion would be made by the reporting member of the Advisory Board, assuming that person is also a member of the parent assembly. (As Mr. Merritt notes, in the alternative, the chair could "assume" the motion.)

Could you provide more specific details of what exactly the rule in question is and what exactly the society desires to accomplish by suspending the rules in this matter?

His response is correct. You do not have the authority, as an individual, to order the Secretary to send the minutes to members in advance of the meeting. He is also correct that he is not your Secretary, he is the secretary of the association (and of the board). (Although to be clear, I am not sure you were intending to suggest that he was your secretary.) The board may, if it wishes, order the Secretary to send the minutes to members in advance of the meeting, but you do not have the authority to do so as an individual. Well, this is all very unfortunate and certainly at least some of it seems inappropriate (and somewhat childish), but notwithstanding this, the fact remains that the Secretary is correct that the President has no authority to order the Secretary to submit the minutes to the board members in advance of board meetings. Only the board has that authority. While I agree that "RONR does not anticipate that a Board member (secretary) would obstruct the business of the Board,"* I would respectfully disagree with the characterization of the Secretary's response to this particular request as obstructing the business of the board. I must reiterate again that no rule in RONR requires the Secretary to send a copy of the draft minutes to members in advance of meetings. This is the practice in some boards, and certainly the board may adopt such rules if it chooses to do so. But in the absence of such rules, I would not characterize the Secretary's decision to wait to submit the draft minutes to the board members until the next regular board meeting as obstructing the business of the board. Now, if the board does adopt a motion requiring the Secretary to submit the draft minutes in advance and the Secretary still refuses to do so, then I think that could reasonably be described as obstructing the business of the board. (Based upon the general description of the Secretary's behavior, it may well be that the Secretary is obstructing the business of the board in other areas, but that is a separate matter.) * Or more specifically, I would say that RONR anticipates such obstruction to be the exception rather than the rule. To the extent that the Secretary does obstruct the business of the board, RONR discusses responses to such behavior in RONR (12th ed.) Ch. XX, although it may well be that your organization's bylaws have their own rules on that subject. In any event, those matters would be addressed by the board (or possibly even by the full association), not by the President as an individual.